3//SEC Filing
JFL-NRCG Holdings IV, LLC 3
Accession 0001213900-18-014521
CIK 0001703038other
Filed
Oct 25, 8:00 PM ET
Accepted
Oct 26, 7:14 PM ET
Size
21.3 KB
Accession
0001213900-18-014521
Insider Transaction Report
Form 3
JFL-NRCG Holdings IV, LLC
10% Owner
Holdings
- 1,892,605(indirect: See Footnotes)
Common Stock
- (indirect: See Footnote)
Series A Convertible Preferred Stock
Exercise: $12.50→ Common Stock (2,206,936 underlying)
JFL Equity Investors IV, L.P.
10% Owner
Holdings
- 1,892,605(indirect: See Footnotes)
Common Stock
- (indirect: See Footnote)
Series A Convertible Preferred Stock
Exercise: $12.50→ Common Stock (2,206,936 underlying)
JFL GP Investors IV, LLC
10% Owner
Holdings
- (indirect: See Footnote)
Series A Convertible Preferred Stock
Exercise: $12.50→ Common Stock (2,206,936 underlying) - 1,892,605(indirect: See Footnotes)
Common Stock
Footnotes (4)
- [F1]These securities of NRC Group Holdings Corp. (the "Issuer") are held by JFL-NRCG Holdings IV, LLC ("JFL-NRCG IV"). JFL-NRCG IV may be deemed to be controlled by its managing member, JFL Equity Investors IV, LP ("JFL Equity Investors"). JFL Equity Investors is controlled by its general partner, JFL GP Investors IV, LLC ("Ultimate GP IV"). Ultimate GP IV is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman.
- [F2]Each of the Reporting Persons, and Messrs. Lehman, Mintz, Brooks and Harman, disclaims beneficial ownership of the securities reported herein or that may be beneficially owned by any of the other Reporting Persons, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- [F3]These securities were acquired on October 17, 2018, pursuant to that certain JFL Subscription Agreement dated June 25, 2018. JFL-NRCG IV is the record holder of 1,892,605 shares of the Issuer's common stock and 275,867 shares of the Issuer's Series A Convertible Preferred Stock.
- [F4]The Series A Convertible Preferred Stock is convertible at any time, at the holder's election, subject to the terms and provisions of the Certificate of Designation. The Series A Convertible Preferred Stock is initially convertible into the Issuer's common stock at a conversion rate equal to the quotient of (1) the liquidation preference ($100.00 per share) divided by (2) the base conversion price (currently $12.50) subject to customary adjustments. The holders of Series A Convertible Preferred Stock will be entitled to receive cumulative dividends at a rate per annum of 7.00%, paid quarterly in arrears, in cash or, at the election of the Issuer in common stock, or a combination of both.
Issuer
NRC GROUP HOLDINGS CORP.
CIK 0001703038
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001755703
Filing Metadata
- Form type
- 3
- Filed
- Oct 25, 8:00 PM ET
- Accepted
- Oct 26, 7:14 PM ET
- Size
- 21.3 KB